Thirdpresence Terms and Conditions

Use of the Thirdpresence advertising services (the “Services”) is subject to these Terms and Conditions and the related Data Protection Addendum, which together constitute an agreement between you and Thirdpresence relating to the use and delivery of the Services (the “Agreement”). As used in these Terms and Conditions, “you” or “publisher” means the individual or entity using the Services (and/or any individual, agent, employee, representative, network, parent, subsidiary, affiliate, successor, related entities, assigns, or all other individuals or entities acting on your behalf, at your direction, under your control, or under the direction or control of the same individual or entity who controls you). “We,” “us” or “Thirdpresence” means Thirdpresence Ltd and/or any of our affiliated companies from time to time, and the “parties” means you and Thirdpresence.

By enrolling in Thirdpresence, you permit Thirdpresence to serve advertisements and other content (“Ads”) to your websites, mobile applications, media players, mobile content, and/or other properties approved by Thirdpresence (each individually a “Property”). Thirdpresence may at any time refuse to provide the Services to any Property.

1. ACCESS TO THE SERVICES. Your use of the Services is subject to your creation and our approval of a Thirdpresence Account (an “Account”). We have the right to refuse or limit your access to the Services. In order to verify your Account, from time-to-time we may ask for additional information from you, including, but not limited to, verification of your name, address, and other identifying information. By submitting an application to use the Services, if you are an individual, you represent that you are at least 18 years of age. You may only have one Account.

2. ADS.TXT. You must publicly declare Thirdpresence as an authorized seller of your inventory, by hosting the Thirdpresence ads.txt file on your root domain (http://yourdomain.com/ads.txt). The Thirdpresence ads.txt file, as provided to you from time to time, specifies those third parties to whom we may resell your inventory for serving Ads in your Properties.

3. PROHIBITED CONTENT. The following content is prohibited on Properties that use the Services:

– Anything that is illegal or promotes illegal activity.

– Pornography or adult content.

– Graphic or gratuitous violence.

– Hate speech or incitements to violence.

– Harassment or the encouragement of the harassment of others.

– Disclosure of others’ personal information without their explicit consent.

– Impersonation with the intent to confuse, defraud, or defame any third party.

– Any other content that is in some other way inappropriate as determined by us in our sole discretion.

4. AD PLACEMENTS. You should ensure that high-quality, accurate metadata and description URLs are provided and maintained for all Properties. You should also accurately declare video ad placement size. Video ad placements must maintain a standard aspect ratio of 16:9 for horizontal videos or 9:16 for vertical videos.

Only place in-stream video ad placements with valid in-stream content. Video slideshows highlighting content available on a site without original video content are not valid in-stream content. The duration of video content must exceed the sum duration of video ads.

Autoplay is only allowed when at least 50% of the ad unit is visible. No more than one video ad placement may play in view at any given time.

In-stream video ads must not be served in out-stream video ad placements.

These are examples of ad placements that are considered to be out-stream ad placements:

5. CHANGES. We may change our Services from time to time. We may add or remove functionalities or features of the Services at any time, and we may suspend or stop a Service altogether.

We may modify the Thirdpresence Terms and Conditions at any time. We will publish any modifications to the Terms and Conditions online here and will ask your acceptance of the modifications similarly as we asked your acceptance of these Terms and Conditions. If you don’t agree to any modified terms in the Thirdpresence Terms and Conditions, you will have to stop using the Services.

6. PAYMENT. Subject to this Section 7 and Section 8 of these Terms and Conditions, you will receive a payment related to the number of valid impressions of Ads displayed on your Properties, or other valid events performed in connection with the display of Ads on your Properties, only if and when Thirdpresence determines that your Properties have remained in compliance with these Terms and Conditions for the entirety of the period for which payment is made and through to the date that the payment is issued.

If your Account is in good standing through to the time when Thirdpresence issues you a payment, we will pay you by the end of the calendar month following any calendar month in which the balance reflected in your Account equals or exceeds the $100 payment threshold. If Thirdpresence is investigating your compliance with these Terms and Conditions or your use of Services has been suspended or terminated, your payment may be delayed or withheld. To ensure proper payment, you are responsible for providing and maintaining accurate contact and payment information in your Account.

Payments will be calculated solely based on Thirdpresence’s monitoring and reporting. You acknowledge and agree that you are only entitled to payment for your use of the Services for which Thirdpresence has been paid; if, for any reason, Thirdpresence does not receive payment from an advertiser or credits such payment back to an advertiser, you are not entitled to be paid for any associated use of the Services. Additionally, if an advertiser whose Ads are displayed on any of your Property defaults on payment to Thirdpresence, we may withhold payment or charge back your Account.

Thirdpresence has the right to withhold or adjust payments to you to exclude any amounts Thirdpresence determines arise from invalid activity. Invalid activity includes, but is not limited to, (i) spam, invalid clicks, invalid impressions, invalid queries, invalid conversions, or other invalid events on Ads generated by any person, bot, automated program or similar device, including through any clicks, impressions, queries, conversions, or other events originating from your IP addresses or computers under your control; (ii) clicks, impressions, queries, conversions, or other events solicited or generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iii) Ads served to end users whose browsers have JavaScript disabled or who are otherwise tampering with ad serving or measurement; (iv) any click, impression, query, conversion, or other event occurring on a Property that does not comply with these Terms and Conditions; (v) any click, impression, query, conversion, or other event occurring on a Property associated with another Thirdpresence Account you use; and (vi) all clicks, impressions, queries, conversions, or other events in any Account with significant amounts of invalid activity, as described in (i-v) above or with the types of invalid activity indicating intentional misconduct. In the event Thirdpresence detects invalid activity, either before or after issuing a payment for that activity, Thirdpresence reserves the right to debit your Account, and set-off against future payments accordingly, for all invalid clicks, impressions, queries, conversions, or other events including for all clicks, impressions, queries, conversions, or other events on Properties that do not comply with these Terms and Conditions.

Additionally, Thirdpresence may refund or credit advertisers for some or all of the advertiser payments associated with your Account. You acknowledge and agree that, whenever Thirdpresence issues such refunds or credits, you will not be entitled to receive any payment for any associated use of the Services.

7. SUSPENSION OR TERMINATION. Thirdpresence may at any time, without providing a warning or prior notice, temporarily suspend further payments on your Account, suspend or terminate the participation of any Property in the Services, or suspend or terminate your Account because of, among other reasons, invalid activity or your failure to otherwise fully comply with these Terms and Conditions.

If Thirdpresence terminates your Account due to your breach of these Terms and Conditions, including, but not limited to, your causing or failing to prevent invalid activity on any Property, or your failure to otherwise fully comply with these Terms and Conditions, you will not be entitled to any further payment from Thirdpresence for any prior use of the Services. If you breach these Terms and Conditions or Thirdpresence suspends or terminates your Account, you (i) are prohibited from creating a new Account, and (ii) may not be permitted to monetize content on other Thirdpresence products.

If you dispute any payment made or withheld relating to your use of the Services, or, if Thirdpresence terminates your Account and you dispute your termination, you must notify Thirdpresence of such dispute within 30 days of any such payment, non-payment, or termination by submitting a written appeal. If you do not, any claim related to the disputed payment or your termination is waived.

You may terminate your use of the Services at any time by completing the account cancellation process. Your Thirdpresence Account will be considered terminated within 10 business days of Thirdpresence’s receipt of your notice. If you terminate your Account and the balance reflected in your Account equals or exceeds the applicable threshold, we will pay you that balance, subject to the payment provisions in Section 6, within approximately 90 days after the end of the calendar month in which you terminated your use of the Services. Any balance reflected in your Account below the applicable threshold will remain unpaid.

8. TAXES. As between you and Thirdpresence, Thirdpresence is responsible for all taxes (if any) associated with the transactions between Thirdpresence and advertisers in connection with Ads displayed on the Properties. You are responsible for all taxes (if any) associated with the Services, including payment of any value added taxes levied, other than taxes based on Thirdpresence’s net income. All payments to you from Thirdpresence in relation to the Services will be treated as inclusive of tax (if applicable) and will not be adjusted. Thirdpresence will charge you for any withholding taxes which may become payable by Thirdpresence for any payments made to you hereunder.

9. INTELLECTUAL PROPERTY. Other than as set out expressly in these Terms and Conditions, neither party will acquire any right, title, or interest in any intellectual property rights belonging to the other party or to the other party’s licensors.

If Thirdpresence provides you with software in connection with the Services, we grant you a non-exclusive, non-sublicensable license for use of such software. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Thirdpresence, in the manner permitted by these Terms and Conditions. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, or reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions, or you have our written permission. You will not remove, obscure, or alter Thirdpresence’s copyright notices, Brand Features, or other proprietary rights notices affixed to or contained within any Thirdpresence services, software, or documentation.

We grant you a non-exclusive, non-sublicensable license to use Thirdpresence’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Features”) solely in connection with your use of the Services and in accordance with these Terms and Conditions. We may revoke this license at any time. Any goodwill arising from your use of Thirdpresence’s Brand Features will belong to Thirdpresence.

We may include your name and Brand Features in our presentations, marketing materials, customer lists and financial reports.

10. PRIVACY. Our Privacy Policy explains how we treat your personal data and protect your privacy when you use our Services. You agree that Thirdpresence can use such data in accordance with our privacy policy.

You will ensure that at all times you use the Services, the Properties have a clearly labeled and easily accessible privacy policy that provides, in conformance with our privacy policy, end users with clear and comprehensive information about cookies, device-specific information, location information and other information stored on, accessed on, or collected from end users’ devices in connection with the Services, including, as applicable, information about end users’ options for cookie management. You will use commercially reasonable efforts to ensure that an end user gives consent to the storing and accessing of cookies, device-specific information, location information, or other information on the end user’s device in connection with the Services where such consent is required by law.

11. WARRANTIES AND INDEMNIFICATION. Publisher represents and warrants that (i) to its knowledge, the Properties do not and will not infringe the rights of any third party, including any copyright, trade secret or proprietary rights of any third party, or rights of privacy or publicity, (ii) to its knowledge, the Properties do not include any illegal or inappropriate content, (iii) it shall comply with all applicable laws and regulations relating to use of personal data which has been obtained from end-users in connection with the use of Services, and (iv) Publisher has the full right to enter into and perform its obligations under the Agreement.

Publisher shall indemnify, defend and hold Thirdpresence and its officers, directors, employees and agents, harmless from and against all damages, claims and liabilities (including reasonable attorneys’ fees) arising out of any breach of the representations and warranties made above.

12. The above indemnification undertaking is conditional upon fulfillment of all of the following conditions: (i) Publisher is promptly informed by Thirdpresence in writing and furnished a copy of each such claim; (ii) Publisher is given the opportunity to negate such claim; (iii) Thirdpresence shall not settle any such claim without receipt of Publisher’s prior written consent, provided that the Publisher has complied with its obligation to indemnify. CONFIDENTIALITY. During the term of the Agreement and for five (5) years thereafter each party shall retain in confidence and shall not use or disclose any business and/or technical information of other party designated in writing as “Confidential” or “Proprietary” (or by the use of words of similar import), or which can reasonably be regarded as confidential, without the prior written consent of the disclosing party and then only to the extent specified in such consent. The recipient party shall maintain the confidential or proprietary information of the disclosing party in confidence, with access only by those employees or subcontractors who have a need to access such information and who have entered into appropriate confidentiality agreements.

Such restrictions on use or disclosure of information described above do not extend to any item of information which (i) is at the time of its disclosure or becomes publicly known, (ii) is lawfully received from a third party not bound under a similar confidential agreement with disclosing party as can be proved by written evidence, (iii) was already known by the recipient party at the time of disclosure by disclosing party as can be shown by written evidence, (iv) is at any time independently developed by the recipient party as can be shown by written evidence, or (v) is required by law, court order or an authority to be disclosed.

13. LIMITATION OF LIABILITY. Except in the event of gross negligence, and/or fraud, neither party shall be liable to each other in contract, tort or otherwise, whatever the cause thereof, for any loss of revenue or of profit, business or goodwill or any indirect, special, consequential, incidental or punitive cost, damages or expense of any kind, howsoever arising under or in connection with the Agreement, except for the indemnification set out in Section 12 (Warranties and Indemnification).

14. MISCELLANEOUS.

(a) Governing Law. The Agreement will be governed by and construed in accordance with the laws of the Finland save for its choice of laws principles.

(b) Notices. Any notice under the Agreement will be in writing and delivered by email and will be deemed given upon confirmation of receipt of email.

(c) No Agency. The parties are independent contractors and will have no power or authority to assume or create any obligation or responsibility on behalf of each other. The Agreement will not be construed to create or imply any partnership, agency or joint venture between the parties.

(d) Force Majeure. Each party shall be excused from its performance under the Agreement to the extent and for so long as its performance may be hindered or prevented by fire, flood, earthquake, general failure of telecommunications or Internet connections, other acts of God, war, riot, strike, lockout or any other circumstances beyond its reasonable control; provided, however, that the party seeking to be excused shall notify the other party in writing as soon as practicable after the commencement of the condition hindering or preventing its performance and shall make every reasonable effort to minimize the hindrance of such condition and recommence performance as soon as reasonably possible.

(e) Severability. In the event that any of the provisions of the Agreement are held by to be unenforceable by a court of competent jurisdiction, the remaining portions of the Agreement will remain in full force and effect.

(f) Entire Agreement. The Agreement is the complete and exclusive agreement between the parties with respect to the subject matter hereof, superseding any prior agreements and communications (both written and oral) regarding such subject matter.

(g) Amendment and Waiver. The Agreement may only be modified or amended by a written document duly executed by both parties. No right hereunder may be waived except in a writing duly executed by the party granting the waiver.

15. SURVIVAL. The right and obligations of parties under Sections 12, 13 and 14 shall survive the expiration or termination of the Agreement in accordance with their respective terms.

Thirdpresence is an advertising technology company founded in 2007. We are headquartered in Helsinki, Finland and venture-backed by institutional and angel investors.